0001104659-13-010659.txt : 20130214 0001104659-13-010659.hdr.sgml : 20130214 20130214133542 ACCESSION NUMBER: 0001104659-13-010659 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 20130214 DATE AS OF CHANGE: 20130214 GROUP MEMBERS: ALEX MURRAY GROUP MEMBERS: BRUCE & AIDA WEINSTEIN FAMILY TRUST GROUP MEMBERS: BRUCE WEINSTEIN GROUP MEMBERS: CARLYLE GROUP L.P. GROUP MEMBERS: CARLYLE GROUP MANAGEMENT L.L.C. GROUP MEMBERS: CARLYLE HOLDINGS II GP L.L.C. GROUP MEMBERS: CARLYLE HOLDINGS II L.P. GROUP MEMBERS: CARLYLE PARTNERS IV, L.P. GROUP MEMBERS: CHAD WALLACE GROUP MEMBERS: DANA WILKIN GROUP MEMBERS: DAVID L. SQUIER GROUP MEMBERS: FALCON AEROSPACE HOLDINGS, LLC GROUP MEMBERS: FRANK DERASMO GROUP MEMBERS: GEORGE & LISA HESS TRUST DATED OCTOBER 1, 2003 GROUP MEMBERS: GEORGE HESS GROUP MEMBERS: GREGORY DIETZ GROUP MEMBERS: HAL WEINSTEIN GROUP MEMBERS: HAN SUN CHO GROUP MEMBERS: JAMES E. GRASON GROUP MEMBERS: JOHN CHALARIS GROUP MEMBERS: JOHN P. JUMPER GROUP MEMBERS: JOHN SEGOVIA GROUP MEMBERS: JOSHUA JACK SNYDER EXEMPT TRUST U/T RANDY SNYDER 2005 GRANT GROUP MEMBERS: JOSHUA JACK SNYDER EXEMPT TRUST U/T SUSAN SNYDER 2005 GRANT GROUP MEMBERS: JUSTIN HENRY SNYDER EXEMPT TRUST U/T RANDY SNYDER 2005 GRANT GROUP MEMBERS: JUSTIN HENRY SNYDER EXEMPT TRUST U/T SUSAN SNYDER 2005 GRANT GROUP MEMBERS: LEE LIVING TRUST GROUP MEMBERS: MARGATE GRANTOR TRUST A GROUP MEMBERS: MARGATE GRANTOR TRUST B GROUP MEMBERS: MARK KUNTZ GROUP MEMBERS: MICHAEL BATTENFIELD GROUP MEMBERS: MICHAEL W. ALLEN GROUP MEMBERS: MORRIS BENOUN GROUP MEMBERS: PAUL E. FULCHINO GROUP MEMBERS: RANDY J. SNYDER GROUP MEMBERS: RANDY SNYDER 2009 EXTENDED FAMILY TRUST GROUP MEMBERS: ROBERT D. PAULSON GROUP MEMBERS: SHERYL KNIGHTS GROUP MEMBERS: SHIRLEY WARNER GROUP MEMBERS: SJB 2012 INSURANCE TRUST GROUP MEMBERS: STEPHEN GOLD GROUP MEMBERS: SUSAN SNYDER 2009 EXTENDED FAMILY TRUST GROUP MEMBERS: TC GROUP CAYMAN INVESTMENT HOLDINGS SUB L.P. GROUP MEMBERS: TC GROUP CAYMAN INVESTMENT HOLDINGS, L.P. GROUP MEMBERS: TC GROUP IV MANAGING GP, L.L.C. GROUP MEMBERS: TC GROUP IV, L.L.C. GROUP MEMBERS: TC GROUP IV, L.P. GROUP MEMBERS: TC GROUP, L.L.C. GROUP MEMBERS: TODD IAN SNYDER EXEMPT TRUST U/T RANDY SNYDER 2005 GRANTOR GROUP MEMBERS: TODD IAN SNYDER EXEMPT TRUST U/T SUSAN SNYDER 2005 GRANTOR GROUP MEMBERS: TOMMY LEE GROUP MEMBERS: VICTORIA J. CONNER GROUP MEMBERS: WRIGHT FAMILY TRUST DATED AUGUST 29, 2003 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: TCG HOLDINGS LLC CENTRAL INDEX KEY: 0001022596 IRS NUMBER: 000000000 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: C/O CARLYLE GROUP STREET 2: 1001 PENNSYLVANIA AVE., NW, STE. 220 S CITY: WASHINGTON STATE: DC ZIP: 20004-2505 BUSINESS PHONE: 2023472626 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Wesco Aircraft Holdings, Inc CENTRAL INDEX KEY: 0001378718 STANDARD INDUSTRIAL CLASSIFICATION: WHOLESALE-HARDWARE [5072] IRS NUMBER: 205441563 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-86472 FILM NUMBER: 13610419 BUSINESS ADDRESS: STREET 1: 27727 AVENUE SCOTT CITY: VALENCIA STATE: CA ZIP: 91355 BUSINESS PHONE: 661-775-7200 MAIL ADDRESS: STREET 1: 27727 AVENUE SCOTT CITY: VALENCIA STATE: CA ZIP: 91355 FORMER COMPANY: FORMER CONFORMED NAME: Wesco Holdings Inc DATE OF NAME CHANGE: 20061019 SC 13G/A 1 a13-5118_1sc13ga.htm SC 13G/A

 

 

UNITED STATES

 

 

SECURITIES AND EXCHANGE COMMISSION

 

 

Washington, D.C. 20549

 

 

 

 

SCHEDULE 13G

 

Under the Securities Exchange Act of 1934
(Amendment No. 1)*

 

WESCO AIRCRAFT HOLDINGS, INC.

(Name of Issuer)

Common Stock

(Title of Class of Securities)

950814103

(CUSIP Number)

December 31, 2012

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

o

Rule 13d-1(b)

o

Rule 13d-1(c)

x

Rule 13d-1(d)

 

* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

 

The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 



 

CUSIP No. 950814103

SCHEDULE 13G

 

 

 

1

Names of Reporting Persons
The Carlyle Group L.P.

 

 

2

Check the Appropriate Box if a Member of a Group

 

 

(a)

o

 

 

(b)

o

 

 

3

SEC Use Only

 

 

4

Citizen or Place of Organization
Delaware

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5

Sole Voting Power
0

 

6

Shared Voting Power
53,480,184

 

7

Sole Dispositive Power
0

 

8

Shared Dispositive Power
53,480,184

 

 

9

Aggregate Amount Beneficially Owned by Each Reporting Person
53,480,184

 

 

10

Check if the Aggregate Amount in Row (9) Excludes Certain Shares  o

Not Applicable

 

 

11

Percent of Class Represented by Amount in Row 9
57.8%

 

 

12

Type of Reporting Person
PN

 

1



 

CUSIP No. 950814103

SCHEDULE 13G

 

 

 

1

Names of Reporting Persons
Carlyle Group Management L.L.C.

 

 

2

Check the Appropriate Box if a Member of a Group

 

 

(a)

o

 

 

(b)

o

 

 

3

SEC Use Only

 

 

4

Citizen or Place of Organization
Delaware

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5

Sole Voting Power
0

 

6

Shared Voting Power
53,480,184

 

7

Sole Dispositive Power
0

 

8

Shared Dispositive Power
53,480,184

 

 

9

Aggregate Amount Beneficially Owned by Each Reporting Person
53,480,184

 

 

10

Check if the Aggregate Amount in Row (9) Excludes Certain Shares  o

Not Applicable

 

 

11

Percent of Class Represented by Amount in Row 9
57.8%

 

 

12

Type of Reporting Person
OO (Limited Liability Company)

 

2



 

CUSIP No. 950814103

SCHEDULE 13G

 

 

 

1

Names of Reporting Persons
Carlyle Holdings II GP L.L.C.

 

 

2

Check the Appropriate Box if a Member of a Group

 

 

(a)

o

 

 

(b)

o

 

 

3

SEC Use Only

 

 

4

Citizen or Place of Organization
Delaware

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5

Sole Voting Power
0

 

6

Shared Voting Power
53,480,184

 

7

Sole Dispositive Power
0

 

8

Shared Dispositive Power
53,480,184

 

 

9

Aggregate Amount Beneficially Owned by Each Reporting Person
53,480,184

 

 

10

Check if the Aggregate Amount in Row (9) Excludes Certain Shares  o

Not Applicable

 

 

11

Percent of Class Represented by Amount in Row 9
57.8%

 

 

12

Type of Reporting Person
OO (Limited Liability Company)

 

3



 

CUSIP No. 950814103

SCHEDULE 13G

 

 

 

1

Names of Reporting Persons
Carlyle Holdings II L.P.

 

 

2

Check the Appropriate Box if a Member of a Group

 

 

(a)

o

 

 

(b)

o

 

 

3

SEC Use Only

 

 

4

Citizen or Place of Organization
Québec

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5

Sole Voting Power
0

 

6

Shared Voting Power
53,480,184

 

7

Sole Dispositive Power
0

 

8

Shared Dispositive Power
53,480,184

 

 

9

Aggregate Amount Beneficially Owned by Each Reporting Person
53,480,184

 

 

10

Check if the Aggregate Amount in Row (9) Excludes Certain Shares  o

Not Applicable

 

 

11

Percent of Class Represented by Amount in Row 9
57.8%

 

 

12

Type of Reporting Person
OO (Québec société en commandit)

 

4



 

CUSIP No. 950814103

SCHEDULE 13G

 

 

 

1

Names of Reporting Persons
TC Group Cayman Investment Holdings, L.P.

 

 

2

Check the Appropriate Box if a Member of a Group

 

 

(a)

o

 

 

(b)

o

 

 

3

SEC Use Only

 

 

4

Citizen or Place of Organization
Cayman Islands

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5

Sole Voting Power
0

 

6

Shared Voting Power
53,480,184

 

7

Sole Dispositive Power
0

 

8

Shared Dispositive Power
53,480,184

 

 

9

Aggregate Amount Beneficially Owned by Each Reporting Person
53,480,184

 

 

10

Check if the Aggregate Amount in Row (9) Excludes Certain Shares  o

Not Applicable

 

 

11

Percent of Class Represented by Amount in Row 9
57.8%

 

 

12

Type of Reporting Person
PN

 

5



 

CUSIP No. 950814103

SCHEDULE 13G

 

 

 

1

Names of Reporting Persons
TC Group Cayman Investment Holdings Sub L.P.

 

 

2

Check the Appropriate Box if a Member of a Group

 

 

(a)

o

 

 

(b)

o

 

 

3

SEC Use Only

 

 

4

Citizen or Place of Organization
Cayman Islands

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5

Sole Voting Power
0

 

6

Shared Voting Power
53,480,184

 

7

Sole Dispositive Power
0

 

8

Shared Dispositive Power
53,480,184

 

 

9

Aggregate Amount Beneficially Owned by Each Reporting Person
53,480,184

 

 

10

Check if the Aggregate Amount in Row (9) Excludes Certain Shares  o

Not Applicable

 

 

11

Percent of Class Represented by Amount in Row 9
57.8%

 

 

12

Type of Reporting Person
PN

 

6



 

CUSIP No. 950814103

SCHEDULE 13G

 

 

 

1

Names of Reporting Persons
TC Group IV, L.L.C.

 

 

2

Check the Appropriate Box if a Member of a Group

 

 

(a)

o

 

 

(b)

o

 

 

3

SEC Use Only

 

 

4

Citizen or Place of Organization
Delaware

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5

Sole Voting Power
0

 

6

Shared Voting Power
53,480,184

 

7

Sole Dispositive Power
0

 

8

Shared Dispositive Power
53,480,184

 

 

9

Aggregate Amount Beneficially Owned by Each Reporting Person
53,480,184

 

 

10

Check if the Aggregate Amount in Row (9) Excludes Certain Shares  o

Not Applicable

 

 

11

Percent of Class Represented by Amount in Row 9
57.8%

 

 

12

Type of Reporting Person
OO (Limited Liability Company)

 

7



 

CUSIP No. 950814103

SCHEDULE 13G

 

 

 

1

Names of Reporting Persons
TC Group IV, L.P.

 

 

2

Check the Appropriate Box if a Member of a Group

 

 

(a)

o

 

 

(b)

o

 

 

3

SEC Use Only

 

 

4

Citizen or Place of Organization
Delaware

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5

Sole Voting Power
0

 

6

Shared Voting Power
53,480,184

 

7

Sole Dispositive Power
0

 

8

Shared Dispositive Power
53,480,184

 

 

9

Aggregate Amount Beneficially Owned by Each Reporting Person
53,480,184

 

 

10

Check if the Aggregate Amount in Row (9) Excludes Certain Shares  o

Not Applicable

 

 

11

Percent of Class Represented by Amount in Row 9
57.8%

 

 

12

Type of Reporting Person
PN

 

8



 

CUSIP No. 950814103

SCHEDULE 13G

 

 

 

1

Names of Reporting Persons
Carlyle Partners IV, L.P.

 

 

2

Check the Appropriate Box if a Member of a Group

 

 

(a)

o

 

 

(b)

o

 

 

3

SEC Use Only

 

 

4

Citizen or Place of Organization
Delaware

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5

Sole Voting Power
0

 

6

Shared Voting Power
53,480,184

 

7

Sole Dispositive Power
0

 

8

Shared Dispositive Power
53,480,184

 

 

9

Aggregate Amount Beneficially Owned by Each Reporting Person
53,480,184

 

 

10

Check if the Aggregate Amount in Row (9) Excludes Certain Shares  o

Not Applicable

 

 

11

Percent of Class Represented by Amount in Row 9
57.8%

 

 

12

Type of Reporting Person
PN

 

9



 

CUSIP No. 950814103

SCHEDULE 13G

 

 

 

1

Names of Reporting Persons
Falcon Aerospace Holdings, LLC

 

 

2

Check the Appropriate Box if a Member of a Group

 

 

(a)

o

 

 

(b)

o

 

 

3

SEC Use Only

 

 

4

Citizen or Place of Organization
Delaware

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5

Sole Voting Power
0

 

6

Shared Voting Power
53,480,184

 

7

Sole Dispositive Power
0

 

8

Shared Dispositive Power
53,480,184

 

 

9

Aggregate Amount Beneficially Owned by Each Reporting Person
53,480,184

 

 

10

Check if the Aggregate Amount in Row (9) Excludes Certain Shares  o

Not Applicable

 

 

11

Percent of Class Represented by Amount in Row 9
57.8%

 

 

12

Type of Reporting Person
OO (Limited Liability Company)

 

10



 

CUSIP No. 950814103

SCHEDULE 13G

 

 

 

1

Names of Reporting Persons
TCG Holdings, L.L.C.

 

 

2

Check the Appropriate Box if a Member of a Group

 

 

(a)

o

 

 

(b)

o

 

 

3

SEC Use Only

 

 

4

Citizen or Place of Organization
Delaware

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5

Sole Voting Power
0

 

6

Shared Voting Power
0

 

7

Sole Dispositive Power
0

 

8

Shared Dispositive Power
0

 

 

9

Aggregate Amount Beneficially Owned by Each Reporting Person
0

 

 

10

Check if the Aggregate Amount in Row (9) Excludes Certain Shares  o

Not Applicable

 

 

11

Percent of Class Represented by Amount in Row 9
0.0%

 

 

12

Type of Reporting Person
OO (Limited Liability Company)

 

11



 

CUSIP No. 950814103

SCHEDULE 13G

 

 

 

1

Names of Reporting Persons
TC Group, L.L.C.

 

 

2

Check the Appropriate Box if a Member of a Group

 

 

(a)

o

 

 

(b)

o

 

 

3

SEC Use Only

 

 

4

Citizen or Place of Organization
Delaware

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5

Sole Voting Power
0

 

6

Shared Voting Power
0

 

7

Sole Dispositive Power
0

 

8

Shared Dispositive Power
0

 

 

9

Aggregate Amount Beneficially Owned by Each Reporting Person
0

 

 

10

Check if the Aggregate Amount in Row (9) Excludes Certain Shares  o

Not Applicable

 

 

11

Percent of Class Represented by Amount in Row 9
0.0%

 

 

12

Type of Reporting Person
OO (Limited Liability Company)

 

12



 

CUSIP No. 950814103

SCHEDULE 13G

 

 

 

1

Names of Reporting Persons
TC Group IV Managing GP, L.L.C.

 

 

2

Check the Appropriate Box if a Member of a Group

 

 

(a)

o

 

 

(b)

o

 

 

3

SEC Use Only

 

 

4

Citizen or Place of Organization
Delaware

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5

Sole Voting Power
0

 

6

Shared Voting Power
0

 

7

Sole Dispositive Power
0

 

8

Shared Dispositive Power
0

 

 

9

Aggregate Amount Beneficially Owned by Each Reporting Person
0

 

 

10

Check if the Aggregate Amount in Row (9) Excludes Certain Shares  o

Not Applicable

 

 

11

Percent of Class Represented by Amount in Row 9
0.0%

 

 

12

Type of Reporting Person
OO (Limited Liability Company)

 

13



 

CUSIP No. 950814103

SCHEDULE 13G

 

 

 

1

Names of Reporting Persons
Michael W. Allen

 

 

2

Check the Appropriate Box if a Member of a Group

 

 

(a)

o

 

 

(b)

o

 

 

3

SEC Use Only

 

 

4

Citizen or Place of Organization
United States

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5

Sole Voting Power
84,372

 

6

Shared Voting Power
0

 

7

Sole Dispositive Power
84,372

 

8

Shared Dispositive Power
0

 

 

9

Aggregate Amount Beneficially Owned by Each Reporting Person
84,372

 

 

10

Check if the Aggregate Amount in Row (9) Excludes Certain Shares  o

Not Applicable

 

 

11

Percent of Class Represented by Amount in Row 9
0.1%

 

 

12

Type of Reporting Person
IN

 

14



 

CUSIP No. 950814103

SCHEDULE 13G

 

 

 

1

Names of Reporting Persons
Michael Battenfield

 

 

2

Check the Appropriate Box if a Member of a Group

 

 

(a)

o

 

 

(b)

o

 

 

3

SEC Use Only

 

 

4

Citizen or Place of Organization
United States

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5

Sole Voting Power
37,375

 

6

Shared Voting Power
0

 

7

Sole Dispositive Power
37,375

 

8

Shared Dispositive Power
0

 

 

9

Aggregate Amount Beneficially Owned by Each Reporting Person
37,375

 

 

10

Check if the Aggregate Amount in Row (9) Excludes Certain Shares  o

Not Applicable

 

 

11

Percent of Class Represented by Amount in Row 9
0.0%

 

 

12

Type of Reporting Person
IN

 

15



 

CUSIP No. 950814103

SCHEDULE 13G

 

 

 

1

Names of Reporting Persons
Morris Benoun

 

 

2

Check the Appropriate Box if a Member of a Group

 

 

(a)

o

 

 

(b)

o

 

 

3

SEC Use Only

 

 

4

Citizen or Place of Organization
United States

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5

Sole Voting Power
68,712

 

6

Shared Voting Power
0

 

7

Sole Dispositive Power
68,712

 

8

Shared Dispositive Power
0

 

 

9

Aggregate Amount Beneficially Owned by Each Reporting Person
68,712

 

 

10

Check if the Aggregate Amount in Row (9) Excludes Certain Shares  o

Not Applicable

 

 

11

Percent of Class Represented by Amount in Row 9
0.1%

 

 

12

Type of Reporting Person
IN

 

16



 

CUSIP No. 950814103

SCHEDULE 13G

 

 

 

1

Names of Reporting Persons
John Chalaris

 

 

2

Check the Appropriate Box if a Member of a Group

 

 

(a)

o

 

 

(b)

o

 

 

3

SEC Use Only

 

 

4

Citizen or Place of Organization
United States

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5

Sole Voting Power
120,000

 

6

Shared Voting Power
0

 

7

Sole Dispositive Power
120,000

 

8

Shared Dispositive Power
0

 

 

9

Aggregate Amount Beneficially Owned by Each Reporting Person
120,000

 

 

10

Check if the Aggregate Amount in Row (9) Excludes Certain Shares  o

Not Applicable

 

 

11

Percent of Class Represented by Amount in Row 9
0.1%

 

 

12

Type of Reporting Person
IN

 

17



 

CUSIP No. 950814103

SCHEDULE 13G

 

 

 

1

Names of Reporting Persons
Han Sun Cho

 

 

2

Check the Appropriate Box if a Member of a Group

 

 

(a)

o

 

 

(b)

o

 

 

3

SEC Use Only

 

 

4

Citizen or Place of Organization
United States

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5

Sole Voting Power
293,244

 

6

Shared Voting Power
0

 

7

Sole Dispositive Power
293,244

 

8

Shared Dispositive Power
0

 

 

9

Aggregate Amount Beneficially Owned by Each Reporting Person
293,244

 

 

10

Check if the Aggregate Amount in Row (9) Excludes Certain Shares  o

Not Applicable

 

 

11

Percent of Class Represented by Amount in Row 9
0.3%

 

 

12

Type of Reporting Person
IN

 

18



 

CUSIP No. 950814103

SCHEDULE 13G

 

 

 

1

Names of Reporting Persons
Victoria J. Conner

 

 

2

Check the Appropriate Box if a Member of a Group

 

 

(a)

o

 

 

(b)

o

 

 

3

SEC Use Only

 

 

4

Citizen or Place of Organization
United States

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5

Sole Voting Power
107,662

 

6

Shared Voting Power
0

 

7

Sole Dispositive Power
107,662

 

8

Shared Dispositive Power
0

 

 

9

Aggregate Amount Beneficially Owned by Each Reporting Person
107,662

 

 

10

Check if the Aggregate Amount in Row (9) Excludes Certain Shares  o

Not Applicable

 

 

11

Percent of Class Represented by Amount in Row 9
0.1%

 

 

12

Type of Reporting Person
IN

 

19



 

CUSIP No. 950814103

SCHEDULE 13G

 

 

 

1

Names of Reporting Persons
Frank Derasmo

 

 

2

Check the Appropriate Box if a Member of a Group

 

 

(a)

o

 

 

(b)

o

 

 

3

SEC Use Only

 

 

4

Citizen or Place of Organization
United States

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5

Sole Voting Power
111,982

 

6

Shared Voting Power
0

 

7

Sole Dispositive Power
111,982

 

8

Shared Dispositive Power
0

 

 

9

Aggregate Amount Beneficially Owned by Each Reporting Person
111,982

 

 

10

Check if the Aggregate Amount in Row (9) Excludes Certain Shares  o

Not Applicable

 

 

11

Percent of Class Represented by Amount in Row 9
0.1%

 

 

12

Type of Reporting Person
IN

 

20



 

CUSIP No. 950814103

SCHEDULE 13G

 

 

 

1

Names of Reporting Persons
Gregory Dietz

 

 

2

Check the Appropriate Box if a Member of a Group

 

 

(a)

o

 

 

(b)

o

 

 

3

SEC Use Only

 

 

4

Citizen or Place of Organization
United States

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5

Sole Voting Power
77,406

 

6

Shared Voting Power
0

 

7

Sole Dispositive Power
77,406

 

8

Shared Dispositive Power
0

 

 

9

Aggregate Amount Beneficially Owned by Each Reporting Person
77,406

 

 

10

Check if the Aggregate Amount in Row (9) Excludes Certain Shares  o

Not Applicable

 

 

11

Percent of Class Represented by Amount in Row 9
0.1%

 

 

12

Type of Reporting Person
IN

 

21



 

CUSIP No. 950814103

SCHEDULE 13G

 

 

 

1

Names of Reporting Persons
Paul E. Fulchino

 

 

2

Check the Appropriate Box if a Member of a Group

 

 

(a)

o

 

 

(b)

o

 

 

3

SEC Use Only

 

 

4

Citizen or Place of Organization
United States

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5

Sole Voting Power
85,760

 

6

Shared Voting Power
0

 

7

Sole Dispositive Power
85,760

 

8

Shared Dispositive Power
0

 

 

9

Aggregate Amount Beneficially Owned by Each Reporting Person
85,760

 

 

10

Check if the Aggregate Amount in Row (9) Excludes Certain Shares  o

Not Applicable

 

 

11

Percent of Class Represented by Amount in Row 9
0.1%

 

 

12

Type of Reporting Person
IN

 

22



 

CUSIP No. 950814103

SCHEDULE 13G

 

 

 

1

Names of Reporting Persons
Stephen Gold

 

 

2

Check the Appropriate Box if a Member of a Group

 

 

(a)

o

 

 

(b)

o

 

 

3

SEC Use Only

 

 

4

Citizen or Place of Organization
United States

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5

Sole Voting Power
0

 

6

Shared Voting Power
0

 

7

Sole Dispositive Power
0

 

8

Shared Dispositive Power
0

 

 

9

Aggregate Amount Beneficially Owned by Each Reporting Person
0

 

 

10

Check if the Aggregate Amount in Row (9) Excludes Certain Shares  o

Not Applicable

 

 

11

Percent of Class Represented by Amount in Row 9
0.0%

 

 

12

Type of Reporting Person
IN

 

23



 

CUSIP No. 950814103

SCHEDULE 13G

 

 

 

1

Names of Reporting Persons
James E. Grason

 

 

2

Check the Appropriate Box if a Member of a Group

 

 

(a)

o

 

 

(b)

o

 

 

3

SEC Use Only

 

 

4

Citizen or Place of Organization
United States

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5

Sole Voting Power
44,896

 

6

Shared Voting Power
0

 

7

Sole Dispositive Power
44,896

 

8

Shared Dispositive Power
0

 

 

9

Aggregate Amount Beneficially Owned by Each Reporting Person
44,896

 

 

10

Check if the Aggregate Amount in Row (9) Excludes Certain Shares  o

Not Applicable

 

 

11

Percent of Class Represented by Amount in Row 9
0.0%

 

 

12

Type of Reporting Person
IN

 

24



 

CUSIP No. 950814103

SCHEDULE 13G

 

 

 

1

Names of Reporting Persons
Margate Grantor Trust A

 

 

2

Check the Appropriate Box if a Member of a Group

 

 

(a)

o

 

 

(b)

o

 

 

3

SEC Use Only

 

 

4

Citizen or Place of Organization
California

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5

Sole Voting Power
360,000

 

6

Shared Voting Power
0

 

7

Sole Dispositive Power
360,000

 

8

Shared Dispositive Power
0

 

 

9

Aggregate Amount Beneficially Owned by Each Reporting Person
360,000

 

 

10

Check if the Aggregate Amount in Row (9) Excludes Certain Shares  o

Not Applicable

 

 

11

Percent of Class Represented by Amount in Row 9
0.4%

 

 

12

Type of Reporting Person
OO (Trust)

 

25



 

CUSIP No. 950814103

SCHEDULE 13G

 

 

 

1

Names of Reporting Persons
Margate Grantor Trust B

 

 

2

Check the Appropriate Box if a Member of a Group

 

 

(a)

o

 

 

(b)

o

 

 

3

SEC Use Only

 

 

4

Citizen or Place of Organization
California

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5

Sole Voting Power
360,000

 

6

Shared Voting Power
0

 

7

Sole Dispositive Power
360,000

 

8

Shared Dispositive Power
0

 

 

9

Aggregate Amount Beneficially Owned by Each Reporting Person
360,000

 

 

10

Check if the Aggregate Amount in Row (9) Excludes Certain Shares  o

Not Applicable

 

 

11

Percent of Class Represented by Amount in Row 9
0.4%

 

 

12

Type of Reporting Person
OO (Trust)

 

26



 

CUSIP No. 950814103

SCHEDULE 13G

 

 

 

1

Names of Reporting Persons
George Hess

 

 

2

Check the Appropriate Box if a Member of a Group

 

 

(a)

o

 

 

(b)

o

 

 

3

SEC Use Only

 

 

4

Citizen or Place of Organization
United States

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5

Sole Voting Power
295,083

 

6

Shared Voting Power
723,670

 

7

Sole Dispositive Power
295,083

 

8

Shared Dispositive Power
723,670

 

 

9

Aggregate Amount Beneficially Owned by Each Reporting Person
1,018,753

 

 

10

Check if the Aggregate Amount in Row (9) Excludes Certain Shares  o

Not Applicable

 

 

11

Percent of Class Represented by Amount in Row 9
1.1%

 

 

12

Type of Reporting Person
IN

 

27



 

CUSIP No. 950814103

SCHEDULE 13G

 

 

 

1

Names of Reporting Persons
George and Lisa Hess Trust dated October 1, 2003

 

 

2

Check the Appropriate Box if a Member of a Group

 

 

(a)

o

 

 

(b)

o

 

 

3

SEC Use Only

 

 

4

Citizen or Place of Organization
California

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5

Sole Voting Power
3,670

 

6

Shared Voting Power
0

 

7

Sole Dispositive Power
3,670

 

8

Shared Dispositive Power
0

 

 

9

Aggregate Amount Beneficially Owned by Each Reporting Person
3,670

 

 

10

Check if the Aggregate Amount in Row (9) Excludes Certain Shares  o

Not Applicable

 

 

11

Percent of Class Represented by Amount in Row 9
0.0%

 

 

12

Type of Reporting Person
OO (Trust)

 

28



 

CUSIP No. 950814103

SCHEDULE 13G

 

 

 

1

Names of Reporting Persons
John P. Jumper

 

 

2

Check the Appropriate Box if a Member of a Group

 

 

(a)

o

 

 

(b)

o

 

 

3

SEC Use Only

 

 

4

Citizen or Place of Organization
United States

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5

Sole Voting Power
44,491

 

6

Shared Voting Power
0

 

7

Sole Dispositive Power
44,491

 

8

Shared Dispositive Power
0

 

 

9

Aggregate Amount Beneficially Owned by Each Reporting Person
44,491

 

 

10

Check if the Aggregate Amount in Row (9) Excludes Certain Shares  o

Not Applicable

 

 

11

Percent of Class Represented by Amount in Row 9
0.0%

 

 

12

Type of Reporting Person
IN

 

29



 

CUSIP No. 950814103

SCHEDULE 13G

 

 

 

1

Names of Reporting Persons
Sheryl Knights

 

 

2

Check the Appropriate Box if a Member of a Group

 

 

(a)

o

 

 

(b)

o

 

 

3

SEC Use Only

 

 

4

Citizen or Place of Organization
United States

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5

Sole Voting Power
67,142

 

6

Shared Voting Power
0

 

7

Sole Dispositive Power
67,142

 

8

Shared Dispositive Power
0

 

 

9

Aggregate Amount Beneficially Owned by Each Reporting Person
67,142

 

 

10

Check if the Aggregate Amount in Row (9) Excludes Certain Shares  o

Not Applicable

 

 

11

Percent of Class Represented by Amount in Row 9
0.1%

 

 

12

Type of Reporting Person
IN

 

30



 

CUSIP No. 950814103

SCHEDULE 13G

 

 

 

1

Names of Reporting Persons
Mark Kuntz

 

 

2

Check the Appropriate Box if a Member of a Group

 

 

(a)

o

 

 

(b)

o

 

 

3

SEC Use Only

 

 

4

Citizen or Place of Organization
United States

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5

Sole Voting Power
290,438

 

6

Shared Voting Power
50,000

 

7

Sole Dispositive Power
290,438

 

8

Shared Dispositive Power
50,000

 

 

9

Aggregate Amount Beneficially Owned by Each Reporting Person
340,438

 

 

10

Check if the Aggregate Amount in Row (9) Excludes Certain Shares  o

Not Applicable

 

 

11

Percent of Class Represented by Amount in Row 9
0.4%

 

 

12

Type of Reporting Person
IN

 

31



 

CUSIP No. 950814103

SCHEDULE 13G

 

 

 

1

Names of Reporting Persons
Tommy Lee

 

 

2

Check the Appropriate Box if a Member of a Group

 

 

(a)

o

 

 

(b)

o

 

 

3

SEC Use Only

 

 

4

Citizen or Place of Organization
United States

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5

Sole Voting Power
560,397

 

6

Shared Voting Power
3,223

 

7

Sole Dispositive Power
560,397

 

8

Shared Dispositive Power
3,223

 

 

9

Aggregate Amount Beneficially Owned by Each Reporting Person
563,620

 

 

10

Check if the Aggregate Amount in Row (9) Excludes Certain Shares  o

Not Applicable

 

 

11

Percent of Class Represented by Amount in Row 9
0.6%

 

 

12

Type of Reporting Person
IN

 

32



 

CUSIP No. 950814103

SCHEDULE 13G

 

 

 

1

Names of Reporting Persons
Lee Living Trust

 

 

2

Check the Appropriate Box if a Member of a Group

 

 

(a)

o

 

 

(b)

o

 

 

3

SEC Use Only

 

 

4

Citizen or Place of Organization
California

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5

Sole Voting Power
3,223

 

6

Shared Voting Power
0

 

7

Sole Dispositive Power
3,223

 

8

Shared Dispositive Power
0

 

 

9

Aggregate Amount Beneficially Owned by Each Reporting Person
3,223

 

 

10

Check if the Aggregate Amount in Row (9) Excludes Certain Shares  o

Not Applicable

 

 

11

Percent of Class Represented by Amount in Row 9
0.0%

 

 

12

Type of Reporting Person
OO (Trust)

 

33



 

CUSIP No. 950814103

SCHEDULE 13G

 

 

 

1

Names of Reporting Persons
Alex Murray

 

 

2

Check the Appropriate Box if a Member of a Group

 

 

(a)

o

 

 

(b)

o

 

 

3

SEC Use Only

 

 

4

Citizen or Place of Organization
United Kingdom

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5

Sole Voting Power
172,229

 

6

Shared Voting Power
0

 

7

Sole Dispositive Power
172,229

 

8

Shared Dispositive Power
0

 

 

9

Aggregate Amount Beneficially Owned by Each Reporting Person
172,229

 

 

10

Check if the Aggregate Amount in Row (9) Excludes Certain Shares  o

Not Applicable

 

 

11

Percent of Class Represented by Amount in Row 9
0.2%

 

 

12

Type of Reporting Person
IN

 

34



 

CUSIP No. 950814103

SCHEDULE 13G

 

 

 

1

Names of Reporting Persons
Robert D. Paulson

 

 

2

Check the Appropriate Box if a Member of a Group

 

 

(a)

o

 

 

(b)

o

 

 

3

SEC Use Only

 

 

4

Citizen or Place of Organization
United States

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5

Sole Voting Power
61,483

 

6

Shared Voting Power
0

 

7

Sole Dispositive Power
61,483

 

8

Shared Dispositive Power
0

 

 

9

Aggregate Amount Beneficially Owned by Each Reporting Person
61,483

 

 

10

Check if the Aggregate Amount in Row (9) Excludes Certain Shares  o

Not Applicable

 

 

11

Percent of Class Represented by Amount in Row 9
0.1%

 

 

12

Type of Reporting Person
IN

 

35



 

CUSIP No. 950814103

SCHEDULE 13G

 

 

 

1

Names of Reporting Persons
John Segovia

 

 

2

Check the Appropriate Box if a Member of a Group

 

 

(a)

o

 

 

(b)

o

 

 

3

SEC Use Only

 

 

4

Citizen or Place of Organization
United States

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5

Sole Voting Power
140,659

 

6

Shared Voting Power
0

 

7

Sole Dispositive Power
140,659

 

8

Shared Dispositive Power
0

 

 

9

Aggregate Amount Beneficially Owned by Each Reporting Person
140,659

 

 

10

Check if the Aggregate Amount in Row (9) Excludes Certain Shares  o

Not Applicable

 

 

11

Percent of Class Represented by Amount in Row 9
0.2%

 

 

12

Type of Reporting Person
IN

 

36



 

CUSIP No. 950814103

SCHEDULE 13G

 

 

 

1

Names of Reporting Persons
Randy J. Snyder

 

 

2

Check the Appropriate Box if a Member of a Group

 

 

(a)

o

 

 

(b)

o

 

 

3

SEC Use Only

 

 

4

Citizen or Place of Organization
United States

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5

Sole Voting Power
2,036,961

 

6

Shared Voting Power
0

 

7

Sole Dispositive Power
2,036,961

 

8

Shared Dispositive Power
0

 

 

9

Aggregate Amount Beneficially Owned by Each Reporting Person
2,036,961

 

 

10

Check if the Aggregate Amount in Row (9) Excludes Certain Shares  o

Not Applicable

 

 

11

Percent of Class Represented by Amount in Row 9
2.2%

 

 

12

Type of Reporting Person
IN

 

37



 

CUSIP No. 950814103

SCHEDULE 13G

 

 

 

1

Names of Reporting Persons
Joshua Jack Snyder Exempt Trust U/T Randy Snyder 2005 Grantor Trust

 

 

2

Check the Appropriate Box if a Member of a Group

 

 

(a)

o

 

 

(b)

o

 

 

3

SEC Use Only

 

 

4

Citizen or Place of Organization
California

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5

Sole Voting Power
1,278,046

 

6

Shared Voting Power
0

 

7

Sole Dispositive Power
1,278,046

 

8

Shared Dispositive Power
0

 

 

9

Aggregate Amount Beneficially Owned by Each Reporting Person
1,278,046

 

 

10

Check if the Aggregate Amount in Row (9) Excludes Certain Shares  o

Not Applicable

 

 

11

Percent of Class Represented by Amount in Row 9
1.4%

 

 

12

Type of Reporting Person
OO (Trust)

 

38



 

CUSIP No. 950814103

SCHEDULE 13G

 

 

 

1

Names of Reporting Persons
Joshua Jack Snyder Exempt Trust U/T Susan Snyder 2005 Grantor Trust

 

 

2

Check the Appropriate Box if a Member of a Group

 

 

(a)

o

 

 

(b)

o

 

 

3

SEC Use Only

 

 

4

Citizen or Place of Organization
California

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5

Sole Voting Power
1,278,046

 

6

Shared Voting Power
0

 

7

Sole Dispositive Power
1,278,046

 

8

Shared Dispositive Power
0

 

 

9

Aggregate Amount Beneficially Owned by Each Reporting Person
1,278,046

 

 

10

Check if the Aggregate Amount in Row (9) Excludes Certain Shares  o

Not Applicable

 

 

11

Percent of Class Represented by Amount in Row 9
1.4%

 

 

12

Type of Reporting Person
OO (Trust)

 

39



 

CUSIP No. 950814103

SCHEDULE 13G

 

 

 

1

Names of Reporting Persons
Justin Henry Snyder Exempt Trust U/T Randy Snyder 2005 Grantor Trust

 

 

2

Check the Appropriate Box if a Member of a Group

 

 

(a)

o

 

 

(b)

o

 

 

3

SEC Use Only

 

 

4

Citizen or Place of Organization
California

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5

Sole Voting Power
1,278,046

 

6

Shared Voting Power
0

 

7

Sole Dispositive Power
1,278,046

 

8

Shared Dispositive Power
0

 

 

9

Aggregate Amount Beneficially Owned by Each Reporting Person
1,278,046

 

 

10

Check if the Aggregate Amount in Row (9) Excludes Certain Shares  o

Not Applicable

 

 

11

Percent of Class Represented by Amount in Row 9
1.4%

 

 

12

Type of Reporting Person
OO (Trust)

 

40



 

CUSIP No. 950814103

SCHEDULE 13G

 

 

 

1

Names of Reporting Persons
Justin Henry Snyder Exempt Trust U/T Susan Snyder 2005 Grantor Trust

 

 

2

Check the Appropriate Box if a Member of a Group

 

 

(a)

o

 

 

(b)

o

 

 

3

SEC Use Only

 

 

4

Citizen or Place of Organization
California

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5

Sole Voting Power
1,278,046

 

6

Shared Voting Power
0

 

7

Sole Dispositive Power
1,278,046

 

8

Shared Dispositive Power
0

 

 

9

Aggregate Amount Beneficially Owned by Each Reporting Person
1,278,046

 

 

10

Check if the Aggregate Amount in Row (9) Excludes Certain Shares  o

Not Applicable

 

 

11

Percent of Class Represented by Amount in Row 9
1.4%

 

 

12

Type of Reporting Person
OO (Trust)

 

41



 

CUSIP No. 950814103

SCHEDULE 13G

 

 

 

1

Names of Reporting Persons
Randy Snyder 2009 Extended Family Trust

 

 

2

Check the Appropriate Box if a Member of a Group

 

 

(a)

o

 

 

(b)

o

 

 

3

SEC Use Only

 

 

4

Citizen or Place of Organization
California

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5

Sole Voting Power
1,425,448

 

6

Shared Voting Power
0

 

7

Sole Dispositive Power
1,425,448

 

8

Shared Dispositive Power
0

 

 

9

Aggregate Amount Beneficially Owned by Each Reporting Person
1,425,448

 

 

10

Check if the Aggregate Amount in Row (9) Excludes Certain Shares  o

Not Applicable

 

 

11

Percent of Class Represented by Amount in Row 9
1.5%

 

 

12

Type of Reporting Person
OO (Trust)

 

42



 

CUSIP No. 950814103

SCHEDULE 13G

 

 

 

1

Names of Reporting Persons
Susan Snyder 2009 Extended Family Trust

 

 

2

Check the Appropriate Box if a Member of a Group

 

 

(a)

o

 

 

(b)

o

 

 

3

SEC Use Only

 

 

4

Citizen or Place of Organization
California

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5

Sole Voting Power
1,425,449

 

6

Shared Voting Power
0

 

7

Sole Dispositive Power
1,425,449

 

8

Shared Dispositive Power
0

 

 

9

Aggregate Amount Beneficially Owned by Each Reporting Person
1,425,449

 

 

10

Check if the Aggregate Amount in Row (9) Excludes Certain Shares  o

Not Applicable

 

 

11

Percent of Class Represented by Amount in Row 9
1.5%

 

 

12

Type of Reporting Person
OO (Trust)

 

43



 

CUSIP No. 950814103

SCHEDULE 13G

 

 

 

1

Names of Reporting Persons
Todd Ian Snyder Exempt Trust U/T Randy Snyder 2005 Grantor Trust

 

 

2

Check the Appropriate Box if a Member of a Group

 

 

(a)

o

 

 

(b)

o

 

 

3

SEC Use Only

 

 

4

Citizen or Place of Organization
California

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5

Sole Voting Power
1,278,046

 

6

Shared Voting Power
0

 

7

Sole Dispositive Power
1,278,046

 

8

Shared Dispositive Power
0

 

 

9

Aggregate Amount Beneficially Owned by Each Reporting Person
1,278,046

 

 

10

Check if the Aggregate Amount in Row (9) Excludes Certain Shares  o

Not Applicable

 

 

11

Percent of Class Represented by Amount in Row 9
1.4%

 

 

12

Type of Reporting Person
OO (Trust)

 

44



 

CUSIP No. 950814103

SCHEDULE 13G

 

 

 

1

Names of Reporting Persons
Todd Ian Snyder Exempt Trust U/T Susan Snyder 2005 Grantor Trust

 

 

2

Check the Appropriate Box if a Member of a Group

 

 

(a)

o

 

 

(b)

o

 

 

3

SEC Use Only

 

 

4

Citizen or Place of Organization
California

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5

Sole Voting Power
1,278,046

 

6

Shared Voting Power
0

 

7

Sole Dispositive Power
1,278,046

 

8

Shared Dispositive Power
0

 

 

9

Aggregate Amount Beneficially Owned by Each Reporting Person
1,278,046

 

 

10

Check if the Aggregate Amount in Row (9) Excludes Certain Shares  o

Not Applicable

 

 

11

Percent of Class Represented by Amount in Row 9
1.4%

 

 

12

Type of Reporting Person
OO (Trust)

 

45



 

CUSIP No. 950814103

SCHEDULE 13G

 

 

 

1

Names of Reporting Persons
David L. Squier

 

 

2

Check the Appropriate Box if a Member of a Group

 

 

(a)

o

 

 

(b)

o

 

 

3

SEC Use Only

 

 

4

Citizen or Place of Organization
United States

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5

Sole Voting Power
70,541

 

6

Shared Voting Power
0

 

7

Sole Dispositive Power
70,541

 

8

Shared Dispositive Power
0

 

 

9

Aggregate Amount Beneficially Owned by Each Reporting Person
70,541

 

 

10

Check if the Aggregate Amount in Row (9) Excludes Certain Shares  o

Not Applicable

 

 

11

Percent of Class Represented by Amount in Row 9
0.1%

 

 

12

Type of Reporting Person
IN

 

46



 

CUSIP No. 950814103

SCHEDULE 13G

 

 

 

1

Names of Reporting Persons
Chad Wallace

 

 

2

Check the Appropriate Box if a Member of a Group

 

 

(a)

o

 

 

(b)

o

 

 

3

SEC Use Only

 

 

4

Citizen or Place of Organization
United States

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5

Sole Voting Power
59,997

 

6

Shared Voting Power
0

 

7

Sole Dispositive Power
59,997

 

8

Shared Dispositive Power
0

 

 

9

Aggregate Amount Beneficially Owned by Each Reporting Person
59,997

 

 

10

Check if the Aggregate Amount in Row (9) Excludes Certain Shares  o

Not Applicable

 

 

11

Percent of Class Represented by Amount in Row 9
0.1%

 

 

12

Type of Reporting Person
IN

 

47



 

CUSIP No. 950814103

SCHEDULE 13G

 

 

 

1

Names of Reporting Persons
Shirley Warner

 

 

2

Check the Appropriate Box if a Member of a Group

 

 

(a)

o

 

 

(b)

o

 

 

3

SEC Use Only

 

 

4

Citizen or Place of Organization
United States

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5

Sole Voting Power
104,072

 

6

Shared Voting Power
0

 

7

Sole Dispositive Power
104,072

 

8

Shared Dispositive Power
0

 

 

9

Aggregate Amount Beneficially Owned by Each Reporting Person
104,072

 

 

10

Check if the Aggregate Amount in Row (9) Excludes Certain Shares  o

Not Applicable

 

 

11

Percent of Class Represented by Amount in Row 9
0.1%

 

 

12

Type of Reporting Person
IN

 

48



 

CUSIP No. 950814103

SCHEDULE 13G

 

 

 

1

Names of Reporting Persons
Bruce Weinstein

 

 

2

Check the Appropriate Box if a Member of a Group

 

 

(a)

o

 

 

(b)

o

 

 

3

SEC Use Only

 

 

4

Citizen or Place of Organization
United States

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5

Sole Voting Power
189,997

 

6

Shared Voting Power
440,723

 

7

Sole Dispositive Power
189,997

 

8

Shared Dispositive Power
440,723

 

 

9

Aggregate Amount Beneficially Owned by Each Reporting Person
630,720

 

 

10

Check if the Aggregate Amount in Row (9) Excludes Certain Shares  o

Not Applicable

 

 

11

Percent of Class Represented by Amount in Row 9
0.7%

 

 

12

Type of Reporting Person
IN

 

49



 

CUSIP No. 950814103

SCHEDULE 13G

 

 

 

1

Names of Reporting Persons
SJB 2012 Insurance Trust

 

 

2

Check the Appropriate Box if a Member of a Group

 

 

(a)

o

 

 

(b)

o

 

 

3

SEC Use Only

 

 

4

Citizen or Place of Organization
California

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5

Sole Voting Power
370,000

 

6

Shared Voting Power
0

 

7

Sole Dispositive Power
370,000

 

8

Shared Dispositive Power
0

 

 

9

Aggregate Amount Beneficially Owned by Each Reporting Person
370,000

 

 

10

Check if the Aggregate Amount in Row (9) Excludes Certain Shares  o

Not Applicable

 

 

11

Percent of Class Represented by Amount in Row 9
0.4%

 

 

12

Type of Reporting Person
OO (Trust)

 

50



 

CUSIP No. 950814103

SCHEDULE 13G

 

 

 

1

Names of Reporting Persons
Bruce and Aida Weinstein Family Trust

 

 

2

Check the Appropriate Box if a Member of a Group

 

 

(a)

o

 

 

(b)

o

 

 

3

SEC Use Only

 

 

4

Citizen or Place of Organization
California

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5

Sole Voting Power
70,723

 

6

Shared Voting Power
0

 

7

Sole Dispositive Power
70,723

 

8

Shared Dispositive Power
0

 

 

9

Aggregate Amount Beneficially Owned by Each Reporting Person
70,723

 

 

10

Check if the Aggregate Amount in Row (9) Excludes Certain Shares  o

Not Applicable

 

 

11

Percent of Class Represented by Amount in Row 9
0.1%

 

 

12

Type of Reporting Person
OO (Trust)

 

51



 

CUSIP No. 950814103

SCHEDULE 13G

 

 

 

1

Names of Reporting Persons
Hal Weinstein

 

 

2

Check the Appropriate Box if a Member of a Group

 

 

(a)

o

 

 

(b)

o

 

 

3

SEC Use Only

 

 

4

Citizen or Place of Organization
United States

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5

Sole Voting Power
968,003

 

6

Shared Voting Power
370,000

 

7

Sole Dispositive Power
968,003

 

8

Shared Dispositive Power
370,000

 

 

9

Aggregate Amount Beneficially Owned by Each Reporting Person
1,338,003

 

 

10

Check if the Aggregate Amount in Row (9) Excludes Certain Shares  o

Not Applicable

 

 

11

Percent of Class Represented by Amount in Row 9
1.4%

 

 

12

Type of Reporting Person
IN

 

52



 

CUSIP No. 950814103

SCHEDULE 13G

 

 

 

1

Names of Reporting Persons
Dana Wilkin

 

 

2

Check the Appropriate Box if a Member of a Group

 

 

(a)

o

 

 

(b)

o

 

 

3

SEC Use Only

 

 

4

Citizen or Place of Organization
United States

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5

Sole Voting Power
250,838

 

6

Shared Voting Power
0

 

7

Sole Dispositive Power
250,838

 

8

Shared Dispositive Power
0

 

 

9

Aggregate Amount Beneficially Owned by Each Reporting Person
250,838

 

 

10

Check if the Aggregate Amount in Row (9) Excludes Certain Shares  o

Not Applicable

 

 

11

Percent of Class Represented by Amount in Row 9
0.3%

 

 

12

Type of Reporting Person
IN

 

53



 

CUSIP No. 950814103

SCHEDULE 13G

 

 

 

1

Names of Reporting Persons
Wright Family Trust dated August 29, 2003

 

 

2

Check the Appropriate Box if a Member of a Group

 

 

(a)

o

 

 

(b)

o

 

 

3

SEC Use Only

 

 

4

Citizen or Place of Organization
California

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5

Sole Voting Power
0

 

6

Shared Voting Power
0

 

7

Sole Dispositive Power
0

 

8

Shared Dispositive Power
0

 

 

9

Aggregate Amount Beneficially Owned by Each Reporting Person
0

 

 

10

Check if the Aggregate Amount in Row (9) Excludes Certain Shares  o

Not Applicable

 

 

11

Percent of Class Represented by Amount in Row 9
0.0%

 

 

12

Type of Reporting Person
OO (Trust)

 

54



 

CUSIP No. 950814103

SCHEDULE 13G

 

 

 

 

 

Item 1.

 

(a)              Name of Issuer:

 

Wesco Aircraft Holdings, Inc. (the “Issuer”)

 

(b)              Address of Issuer’s Principal Executive Offices:

 

27727 Avenue Scott

Valencia, CA 91355

 

Item 2.

 

(a)              Name of Person Filing:

 

Each of the following is hereinafter individually referred to as a “Carlyle Reporting Person” and collectively as the “Carlyle Reporting Persons.”  This statement is filed on behalf of:

 

Carlyle Group Management L.L.C.

The Carlyle Group L.P.

Carlyle Holdings II GP L.L.C.

Carlyle Holdings II L.P.

TC Group Cayman Investment Holdings, L.P.

TC Group Cayman Investment Holdings Sub L.P.

TC Group IV, L.L.C.

TC Group IV, L.P.

Carlyle Partners IV, L.P.

Falcon Aerospace Holdings, LLC

TCG Holdings, L.L.C.

TC Group, L.L.C.

TC Group IV Managing GP, L.L.C.

 

Following an internal reorganization on May 2, 2012, TC Group IV Managing GP, L.L.C. is no longer the general partner of TC Group IV, L.P.  Accordingly, TC Group IV Managing GP, L.L.C., TCG Holdings, L.L.C., its managing member, and TC Group, L.L.C., the managing member of TCG Holdings, L.L.C. may no longer be deemed to beneficially own the shares reported herein.

 

Each of the following is hereinafter individually referred to as a “Reporting Person” and collectively as the “Reporting Persons.”  This statement is also filed on behalf of:

 

Michael W. Allen

Michael Battenfield

Morris Benoun

John Chalaris

Han Sun Cho

 

55



 

CUSIP No. 950814103

SCHEDULE 13G

 

 

 

 

 

Victoria J. Conner

Frank Derasmo

Gregory Dietz

Paul E. Fulchino

Stephen Gold

James E. Grason

Margate Grantor Trust A

Margate Grantor Trust B

George Hess

George and Lisa Hess Trust dated October 1, 2003

John P. Jumper

Sheryl Knights

Mark Kuntz

Tommy Lee

Lee Living Trust

Alex Murray

Robert D. Paulson

John Segovia

Randy J. Snyder

Joshua Jack Snyder Exempt Trust U/T Randy Snyder 2005 Grantor Trust

Joshua Jack Snyder Exempt Trust U/T Susan Snyder 2005 Grantor Trust

Justin Henry Snyder Exempt Trust U/T Randy Snyder 2005 Grantor Trust

Justin Henry Snyder Exempt Trust U/T Susan Snyder 2005 Grantor Trust

Randy Snyder 2009 Extended Family Trust

Susan Snyder 2009 Extended Family Trust

Todd Ian Snyder Exempt Trust U/T Randy Snyder 2005 Grantor Trust

Todd Ian Snyder Exempt Trust U/T Susan Snyder 2005 Grantor Trust

David L. Squier

Chad Wallace

Shirley Warner

Bruce Weinstein

SJB 2012 Insurance Trust

Bruce and Aida Weinstein Family Trust

Hal Weinstein

Dana Wilkin

Wright Family Trust dated August 29, 2003

 

 

(b)              Address or Principal Business Office:

 

The business address of TC Group Cayman Investment Holdings, L.P. and TC Group Cayman Investment Holdings Sub L.P. is c/o Walker Corporate Services Limited, 190 Elgin Avenue, George Town, Grand Cayman KY1-9001 Cayman Islands. The business address of each of the other Carlyle Reporting Persons is c/o The Carlyle Group, 1001 Pennsylvania Avenue, N.W., Suite 220 South, Washington, D.C. 20004-2505.

 

56



 

CUSIP No. 950814103

SCHEDULE 13G

 

 

 

 

 

The address for each of the Reporting Persons is c/o Wesco Aircraft Holdings, Inc., 27727 Avenue Scott, Valencia, CA 91355.

 

(c)               Citizenship of each Reporting Person is:

 

TC Group Cayman Investment Holdings, L.P. and TC Group Cayman Investment Holdings Sub L.P. are organized in the Cayman Islands. Carlyle Holdings II L.P. is a Québec société en commandit.  Each of the other Carlyle Reporting Persons is organized in the state of Delaware.

 

Each of the Reporting Persons is a citizen of the United States of America, except the Margate Grantor Trust A, the Margate Grantor Trust B, the George and Lisa Hess Trust dated October 1, 2003, the Lee Living Trust, the Joshua Jack Snyder Exempt Trust U/T Randy Snyder 2005 Grantor Trust, the Joshua Jack Snyder Exempt Trust U/T Susan Snyder 2005 Grantor Trust, the Justin Henry Snyder Exempt Trust U/T Randy Snyder 2005 Grantor Trust, the Justin Henry Snyder Exempt Trust U/T Susan Snyder 2005 Grantor Trust, the Randy Snyder 2009 Extended Family Trust, the Susan Snyder 2009 Extended Family Trust, the Todd Ian Snyder Exempt Trust U/T Randy Snyder 2005 Grantor Trust, the Todd Ian Snyder Exempt Trust U/T Susan Snyder 2005 Grantor Trust, the SJB 2012 Insurance Trust, the Bruce and Aida Weinstein Family Trust and the Wright Family Trust dated August 29, 2003, which are trusts organized in the State of California, and Alex Murray, who is a citizen of the United Kingdom.

 

(d)              Title of Class of Securities:

 

Common Stock, par value $0.001 (“Common Stock”)

 

(e)               CUSIP Number:

 

950814103

 

Item 3.

 

Not applicable.

 

Item 4.                            Ownership

 

Ownership (a-c)

 

The ownership information presented below represents beneficial ownership of Common Stock as of December 31, 2012, based upon 92,504,084 shares of Common Stock outstanding as of November 30, 2012.

 

57



 

CUSIP No. 950814103

SCHEDULE 13G

 

 

 

 

 

Reporting Person

 

Amount
beneficially
owned

 

Percent
of class:

 

Sole
power
to vote or
to direct
the vote:

 

Shared
power to
vote or to
direct the
vote:

 

Sole power
to dispose
or to direct
the
disposition

of:

 

Shared
power to
dispose or
to direct
the
disposition
of:

 

Carlyle Group Management L.L.C. (1)

 

53,480,184

 

57.8

%

0

 

53,480,184

 

0

 

53,480,184

 

The Carlyle Group L.P. (1)

 

53,480,184

 

57.8

%

0

 

53,480,184

 

0

 

53,480,184

 

Carlyle Holdings II GP L.L.C. (1)

 

53,480,184

 

57.8

%

0

 

53,480,184

 

0

 

53,480,184

 

Carlyle Holdings II L.P. (1)

 

53,480,184

 

57.8

%

0

 

53,480,184

 

0

 

53,480,184

 

TC Group Cayman Investment Holdings, L.P. (1)

 

53,480,184

 

57.8

%

0

 

53,480,184

 

0

 

53,480,184

 

TC Group Cayman Investment Holdings Sub L.P. (1)

 

53,480,184

 

57.8

%

0

 

53,480,184

 

0

 

53,480,184

 

TC Group IV, L.L.C. (1)

 

53,480,184

 

57.8

%

0

 

53,480,184

 

0

 

53,480,184

 

TC Group IV, L.P. (1)

 

53,480,184

 

57.8

%

0

 

53,480,184

 

0

 

53,480,184

 

Carlyle Partners IV, L.P. (1)

 

53,480,184

 

57.8

%

0

 

53,480,184

 

0

 

53,480,184

 

Falcon Aerospace Holdings, LLC (1)

 

53,480,184

 

57.8

%

0

 

53,480,184

 

0

 

53,480,184

 

TCG Holdings, LLC

 

0

 

0.0

%

0

 

0

 

0

 

0

 

TC Group, L.L.C.

 

0

 

0.0

%

0

 

0

 

0

 

0

 

TC Group IV Managing GP, L.L.C.

 

0

 

0.0

%

0

 

0

 

0

 

0

 

Michael W. Allen (2)(3)

 

84,372

 

0.1

%

84,372

 

0

 

84,372

 

0

 

Michael Battenfield (4)(5)

 

37,375

 

0.0

%

37,375

 

0

 

37,375

 

0

 

Morris Benoun (6)(7)

 

68,712

 

0.1

%

68,712

 

0

 

68,712

 

0

 

John Chalaris

 

120,000

 

0.1

%

120,000

 

0

 

120,000

 

0

 

Han Sun Cho (8)(9)

 

293,244

 

0.3

%

293,244

 

0

 

293,244

 

0

 

Victoria J. Conner (10)(11)

 

107,662

 

0.1

%

107,662

 

0

 

107,662

 

0

 

Frank Derasmo (12)(13)

 

111,982

 

0.1

%

111,982

 

0

 

111,982

 

0

 

Gregory Dietz (14)(15)

 

77,406

 

0.1

%

77,406

 

0

 

77,406

 

0

 

Paul E. Fulchino (16)

 

85,760

 

0.1

%

85,760

 

0

 

85,760

 

0

 

Stephen Gold (17)

 

0

 

0.0

%

0

 

0

 

0

 

0

 

James E. Grason (18)

 

44,896

 

0.0

%

44,896

 

0

 

44,896

 

0

 

Margate Grantor Trust A

 

360,000

 

0.4

%

360,000

 

0

 

360,000

 

0

 

Margate Grantor Trust B

 

360,000

 

0.4

%

360,000

 

0

 

360,000

 

0

 

George Hess (19)(20)

 

1,018,753

 

1.1

%

295,083

 

723,670

 

295,083

 

723,670

 

George and Lisa Hess Trust dated October 1, 2003

 

3,670

 

0.0

%

3,670

 

0

 

3,670

 

0

 

John P. Jumper (21)

 

44,491

 

0.0

%

44,491

 

0

 

44,491

 

0

 

Sheryl Knights (22)

 

67,142

 

0.1

%

67,142

 

0

 

67,142

 

0

 

Mark Kuntz (23)(24)

 

340,438

 

0.4

%

290,438

 

50,000

 

290,438

 

50,000

 

Tommy Lee (25)(26)

 

563,620

 

0.6

%

560,397

 

3,223

 

560,397

 

3,223

 

Lee Living Trust

 

3,223

 

0.0

%

3,223

 

0

 

3,223

 

0

 

Alex Murray (27)(28)

 

172,229

 

0.2

%

172,229

 

0

 

172,229

 

0

 

Robert D. Paulson (29)

 

61,483

 

0.1

%

61,483

 

0

 

61,483

 

0

 

John Segovia (30)(31)

 

140,659

 

0.2

%

140,659

 

0

 

140,659

 

0

 

Randy J. Snyder (32)

 

2,036,961

 

2.2

%

2,036,961

 

0

 

2,036,961

 

0

 

Joshua Jack Snyder Exempt Trust U/T Randy Snyder 2005 Grantor Trust

 

1,278,046

 

1.4

%

1,278,046

 

0

 

1,278,046

 

0

 

Joshua Jack Snyder Exempt Trust U/T Susan Snyder 2005 Grantor Trust

 

1,278,046

 

1.4

%

1,278,046

 

0

 

1,278,046

 

0

 

Justin Henry Snyder Exempt Trust U/T Randy Snyder 2005 Grantor Trust